1
Exhibit 3.12
ARTICLES OF INCORPORATION
OF
EMMIS MEADOWLANDS CORPORATION
The undersigned incorporator, desiring to form a Corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of The
Indiana Business Corporation Law, as now or hereafter amended (hereinafter
referred to as the "Act"), executes the following Articles of Incorporation:
ARTICLE I
Corporate Name
The name of the Corporation is Emmis Meadowlands Corporation.
ARTICLE II
Purposes
This Corporation is formed for the purpose of transacting any or all
lawful business for which corporation may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Registered Office and Registered Agent
The street address of the registered office of the Corporation is 1099
North Meridian
2
Street, Suite 1197, Indianapolis, Indiana 46204, and the name of the registered
agent at that address is Steven C. Crane.
ARTICLE V
Authorized Shares
The total number of shares which the Corporation is authorized to issue
is one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares having a par value of $.01 per share.
ARTICLE VI
Terms of Authorized Shares
Section 6.01. Terms. All shares are of one and the same class with
equal rights, privileges, powers, obligations, liabilities, duties and
restrictions. These shares may be issued for any consideration consistent with
the Act, including tangible or intangible property or benefit to the
corporation, at such price and amount per share as may be determined by the
Board of Directors.
Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.
Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share equally
in the remaining assets of the Corporation.
ARTICLE VII
Voting Rights
Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in his name on the books of the Corporation as of the record date for
such meeting.
Section 7.02. Shareholder Action. Except as otherwise provided in the
Act or these Articles of Incorporation, all actions taken by the shareholders
shall be by a majority vote of the number of shares entitled to vote, including
but not limited to an election of directors.
3
ARTICLE VIII
Board of Directors
The number of directors constituting the initial board of Directors
shall be two (2). Thereafter, the number of directors shall be fixed by the
By-Laws of the Corporation.
ARTICLE IX
Data Respecting Directors
The names and addresses of the initial Board of Directors of the
Corporation are as follows:
Name Address City and State
- --------------------------------------------------------------------------------
Jeffrey H. Smulyan 1099 N. Meridian St. Indianapolis, IN 46204
Suite 1197
Steven C. Crane 1099 N. Meridian St. Indianapolis, IN 46204
Suite 1197
ARTICLE X
Data Respecting Incorporator
The name and address of the incorporator of the Corporation is Richard
J. McConnell, Bose McKinney & Evans, 1100 First Indiana Building, Indianapolis,
Indiana 46204.
ARTICLE XI
Certificates for Shares
Each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.
ARTICLE XII
Indemnification
The Corporation shall indemnify any person made a party to any action,
suit or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the
4
Corporation against all liability and reasonable expense incurred or suffered by
such person in connection therewith, if:
(a) the individual's conduct was in good faith; and
(b) the individual reasonably believed:
(i) in the case of conduct in the individual's official capacity with
the Corporation, that the individual's conduct was in its best
interests; and
(ii) in all other cases, that the individual's conduct was at least not
opposed to the Corporation's best interests; and
(c) in the case of any criminal proceeding, the individual either:
(i) had reasonable cause to believe the individual's conduct was
lawful; or
(ii) had no reasonable cause to believe the individual's conduct was
unlawful.
The terms used in this Article XII shall have the same meaning as set
forth in IC 23-1-37. Nothing contained in this Article XII shall limit or
preclude the ability of the Corporation to otherwise indemnify or to advance
expenses to any director, officer, employee or agent.
IN WITNESS WHEREOF, the undersigned, being the incorporator designated
in Article X, executes these Articles of Incorporation and certifies to the
trust of the facts herein stated, this 15th day of August, 1988.
/s/ Richard J. McConnell
----------------------------------------
Richard J. McConnell
5
I HEREBY VERIFY SUBJECT TO THE PENALTIES OF PERJURY THAT THE FACTS
CONTAINED HEREIN ARE TRUE.
/s/ Richard J. McConnell
----------------------------------------
Richard J. McConnell,
Incorporator
This instrument was prepared by Richard J. McConnell, Attorney at Law, 1100
First Indiana Building, Indianapolis, Indiana 46204.